CONSENT OF INDEPENDENT ACCOUNTANTS







As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated April 19, 1999 on the financial statements of the
Farmers and Merchants Trust Company Profit - Sharing Plan as of
December 31, 1998 included in the Form 11-K and our report dated
January 29, 1999 on the consolidated financial statements of
Franklin Financial Services Corporation's Form 10-K for the year
ended December 31, 1998.



                              /s/ Arthur Andersen LLP



Lancaster, Pa.
June 28, 1999